The Board delegates responsibility for the day-to-day operation of the Group’s business to the Executive Directors and recognises its responsibility for ensuring that the Group operates within a framework of prudent and effective control. Chairman and Chief Executive Officer The roles and responsibilities of the Chairman and the CEO are clearly defined and segregated to ensure a balance of power and authority such that no one individual has unfettered power of decision. The Chairman is responsible for leadership of the Board in ensuring the effectiveness of all aspects of its role. The responsibilities of the Chairman include:- (a) Leading the Board in its responsibilities for the business and affairs of the Company and its oversight of management; (b) Overseeing the Board in the effective discharge of its supervisory role; (c) Ensuring the integrity and effectiveness of the governance process of the Board and leading the Board in the adoption and implementation of good corporate governance practice in the Group; (d) Setting the agenda for Board Meetings with the assistance of the Company Secretary and ensuring all Board members receive complete and accurate information in a timely manner; (e) Leading Board discussion, encourage active participation and allowing dissenting views to be freely expressed; (f) Facilitating the effective contribution of all Directors and ensuring constructive relations be maintained between the Board and Management; (g) Ensuring that there is regular and effective evaluation of the Board’s performance; and (h) Ensuring appropriate steps are taken to provide effective communication with stakeholders and that their views are communicated to the Board as a whole. The CEO is responsible for implementing the policies and decisions of the Board, overseeing day-to-day operations as well as development and implementation of business and corporate strategies and plans. All Board authorities conferred on the management is delegated through the CEO and this will be considered as the CEO’s authority and accountability. Board Committees The Board, in discharging its fiduciary duties, may from time to time establish Committees as it considers necessary to assist it in carrying out its responsibilities. The Board has established three Board Committees, namely ARMC, NC and RC, each entrusted with specific tasks and operates within clearly defined terms of reference approved by the Board. The Chairperson of the respective Committees reports to the Board on the outcome of the Committee meetings and such reports or minutes will be included in the Board papers. The last review of terms of reference was on 29 November 2022. The respective committees’ terms of reference are available for reference at the Company’s website at https://www.kimlun.com. a. Audit and Risk Management Committee The Audit Committee was renamed as the ARMC with effect from 29 November 2022. Please refer to pages 54 to 57 of this Annual Report for composition of the ARMC, ARMC meetings held and the activities undertaken by the ARMC in the discharge of its duties during FY2022. b. Remuneration Committee The current composition of the RC is as follows:- Name Designation Directorship Datuk Woon See Chin Chairperson Independent Director Dato’ Ir. Fong Tian Yong Member Independent Director Johar Salim Bin Yahaya Member Independent Director CORPORATE GOVERNANCE OVERVIEW STATEMENT Kimlun Corporation Berhad | Registration No. 200901023978 (867077-X) 41
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